Court File and Parties

Court File No.: CV-24-00717340-00CL
Date: 2025-02-28
Ontario Superior Court of Justice – Commercial List

In the Matter of the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended
And in the Matter of a Plan of Compromise or Arrangement of Pride Group Holdings Inc. and those Applicants listed on Schedule “A” hereto (each, an “Applicant”, and collectively, the “Applicants”)

Re: Pride Group Holdings Inc. et al., Applicants

Before: Peter J. Osborne

Counsel:

• Leanne Williams, Puya Fesharaki and Derek Harland, for the Applicants
• Raj Sahni, for the Directors and Officers
• Stuart Brotman and Daniel Richer, for the Lending Syndicate
• Elaine Gray and Mark Freake, for Daimler Truck Financial Services Canada Corporation and Daimler Truck Financial Services USA LLC
• Caroline Descours, for Regions Bank, Regions Equipment Finance Corporation and Regions Commercial Equipment Finance LLC
• R. Brendan Bissell, for Versa Bank
• John Salmas, for Bank of Montreal
• Shaun Parsons, for TD Equipment Finance
• Robert Kennedy and Valerie Cross, for RBC (previously HSBC)
• Jamey Cage and Trevor Courtis, for Bennington Financial Corporation
• Monty Dhaliwal, for Meridian OneCap Credit Corporation
• Shawn Irving and Ben Muller, for RBC Security
• Craig Colraine, for Paccar Financial Corporation, Paccar Financial Ltd. and Paccar Financial Services Ltd.
• Nick Hollard, for RBC (Bilateral Lender)
• Jeffrey Levine, for Bank of Nova Scotia (Bilateral Lender)
• Lee Nicholson, for MOVE Trust
• Marc Wasserman and Sean Stidwill, for Mitsubishi HC Capital
• Chris Burr, Kelly Bourassa, Xin Yuan (Kevin) Wu and Jenna Willis, for the Monitor
• Natalie Levine, for Alvarez & Marsal Canada Inc. as Collateral Manager

Heard: February 27, 2025

Endorsement

The Motions

[1] The Applicants seek certain relief as set out in their Notice of Motion dated January 29, 2025. Certain relief was sought and granted on the original return of the motion on February 4, 2025. The balance of the relief sought that is the subject of the second return of the motion was deferred to give stakeholders an additional (and adequate) opportunity to review the materials and consider their position.

[2] Accordingly, on this return of motion the Applicants originally sought:

a. a PGL Interim Distribution Order: i. approving purchase price adjustments to the PGL Going Concern Transaction; ii. approving the payment of certain direct costs, and certain other amounts as holdbacks; and iii. authorizing an interim distribution of the portion of the PGL Net Proceeds which includes the application of certain such Proceeds to repayment of the DIP Facility; and

b. a Deferred Payments and Ancillary Relief Order: i. authorizing the Pride Entities to apply any Deferred Payments (excluding amounts collected in respect of securitization programs) to pay their ordinary course working capital needs until a Final Allocation Proposal is approved by the Court (the “Interim Funding Resolution”); and ii. approving certain Monitor’s Reports and the activities and conduct of the Monitor described therein.

[3] However, and as set out in the Second Supplement to the 21st Report dated February 19, 2025, the First Supplement outlining the proposed Interim Distribution was served on the Service List on February 6, 2025. The next day, counsel for the Monitor sent individualized breakdowns to certain affected PGL Lenders (DIP Agent/Administrative Agent, Bank of Montréal, Bank of Nova Scotia, Canadian Western Bank, Concentra, Coast Capital, Daimler, DLL, HSBC, Meridian, Mitsubishi, and TD Equipment Finance), which set out the proposed Interim Distribution on a VIN-by-VIN basis, including individualized allocations of the PGL Direct Costs.

[4] The Monitor has received numerous and detailed inquiries and requests for further information about the proposed Interim Distribution, and is still in the process of responding to those with more detailed analyses of assets sold as part of the PGL Going Concern Transaction, and/or the proposed cost allocation. As a result, and in consultation with the Pride Entities and the CRO, the Monitor has concluded, and I agree, that it is necessary to adjourn the proposed PGL Interim Distribution to fully respond to the outstanding inquiries and determine the path forward.

[5] Accordingly, that aspect of the motion is further adjourned. The balance of the relief is extremely time sensitive with the result that it is still sought today, as follows:

a. approval of the adjustments to the PGL Going Concern Transaction Purchase Price; b. authorization to the Monitor to pay from the proceeds of the PGL Going Concern Transaction the PGL Direct Costs, or reimburse from the proceeds of the PGL Going Concern Transaction any Pride Entity that has already funded any part of the PGL Direct Costs up to the amount of such PGL Direct costs that have been paid, in an aggregate amount not exceeding $2,199,767, still recognizing that nothing in such authorization represents the approval of this Court of the PGL Direct Costs, which will be the subject of a further approval motion; c. approval of an interim distribution to the DIP Agent in the amount of $5,597,479 on account of a partial distribution of the proceeds of the non-Vehicle assets in the PGL Going Concern Transaction; d. authorization for the Pride Entities to apply any Deferred Payments (excluding amounts collected in respect of securitization programs) to pay their ordinary course working capital needs until a Final Allocation Proposal is approved by the Court (the “Interim Funding Resolution”); e. approval for a holdback of the proposed amount of $1,161,287 from the PGL Net Proceeds in trust, subject to further order of the Court, which amount includes a reserve for post-filing HST and unpaid, post-filing and pre-closing payables of the vendors; and f. approval of certain Monitor’s Reports and the activities and conduct of the Monitor described therein.

[6] Defined terms in this Endorsement have the meaning given to them in the motion materials and/or the Reports, unless otherwise stated.

[7] The proposed relief is opposed at least in part by the Syndicate, Daimler Truck Financial Services Canada Corporation and the Bank of Montreal supported by other lenders. [1]

[8] For the reasons set out below, the proposed relief is granted.

Interim Funding Mechanism and Application of the Deferred Payments

[9] The Pride Entities require a mechanism to pay their working capital obligations, including payroll and professional fees, to the conclusion of these proceedings. They seek authority to apply Lease Payments and Collections (excluding amounts collected in respect of Securitization Programs) to meet those needs. The proposed Interim Funding Resolution is the only means available to fund the proceedings.

[10] This restructuring is, in many respects, unique. One of the unique features is that the assets of the Pride Entities are, for all intents and purposes, primarily the vehicles (in addition to some real property which is currently listed for sale to monetize value for the benefit of stakeholders). Those vehicles are the subject of constant and continuing demands by lenders and securitization parties for return. Indeed, as fully described in earlier Endorsements of this Court and in Reports of the Monitor as well as affidavits of the CRO, those vehicles have largely already been returned to those parties holding ranking beneficial interests in them, and the balance of the vehicles are in the process of being returned as quickly as possible. The result is that there are almost no assets that could be pledged as collateral against which funds in the nature of a replacement DIP facility can be borrowed, and no assets generating revenue that could be utilized to fund working capital.

[11] The practical reality, at this stage in this extremely complex, dynamic and continually evolving proceeding, is that there is no alternative to that now proposed. Moreover, and as has been observed in earlier Endorsements, there still needs to be a final allocation of costs and expenses with corresponding readjustments as necessary, such that the funding I am approving today, while critical, is also only temporary and is subject to readjustment as necessary.

[12] These CCAA proceedings were initially funded by a DIP Facility. That facility has been fully drawn and matured since July 31, 2024. It did not provide sufficient liquidity to fund these proceedings through conclusion.

[13] Initially, the Pride Entities were not permitted to use their assets for working capital. In order to temporarily fund these proceedings, the Pride Entities were authorized by order dated August 9, 2024 to temporarily apply payments from performing leases and payments from enforcement steps taken with respect to recourse lender leases that were in default (“Collections”) to fund their operational and working capital needs.

[14] Pursuant to the Wind-down Order of October 19, 2024, a more permanent funding solution pursuant to a voluntary liquidity contribution by recourse lenders was implemented. In accordance with the Wind-down Cash Flow Forecast, the initial deferred payments were repaid to financiers from the liquidity contribution.

[15] It had been hoped that the above would be sufficient to fund the proceedings through to conclusion. However, there have been significant delays and corresponding additional costs in executing and implementing the Wind-down Plan. These are fully set out in the 22nd Report of the Monitor.

[16] I pause to observe that as an emergency cash conservation step, the Pride Entities have not fully paid amounts owed to professional advisors covered by the Administration Charge, the payables to whom, as at March, 2025, will be approximately $4.7 million, secured by the Administration Charge up to a maximum of $5 million.

[17] The Monitor has prepared a Revised Cash Flow Forecast appended to the 22nd Report which takes into account the delays and additional costs. It reflects a cash flow shortfall of approximately $11.1 million as a Liquidity Deficit to complete the Wind-down Plan.

[18] Given the Liquidity Deficit, the Pride Entities have paused the distribution of assets, comprised of Lease Payments and Soft Collections, with the result that approximately $13 million is currently held on account of those items collected from November, 2024 to January 20, 2025. The Pride Entities proposed temporarily applying those amounts (except for such amounts in respect of securitization programs) to fund working capital needs. Again, all of this is subject to final allocation.

[19] In my view, the proposed Deferred Payments relief is appropriate in the circumstances. I note it is conceptually consistent with the temporary solution ordered on August 9, 2024. While it is unfortunate that implementation of the Wind-down Plan has been delayed, the reasons for that delay are fully set out in the Reports of the Monitor. It follows that the estimated costs have increased.

[20] The fundamental yet inescapable fact is that there is no other source of funding to complete the Wind-down and this proceeding, and there is certainly no source or mechanism of funding that is more equitable than that proposed. I am reinforced in that conclusion by the fact noted above that the proposed Deferred Payments relief is temporary in nature, and all costs are subject to a final allocation that is yet to be agreed or determined. To the extent that the relief sought now could be said to be more fair or less fair to one party or group of parties over another, all of those issues will be addressed in the allocation.

[21] In this regard, I have carefully considered the objections of those stakeholders who submit that they are disproportionately disadvantaged by the proposed mechanism. Daimler submits that it will have to bear a disproportionate share of funding the cash flow shortfall. I understand the submission, but the reality is that it is simply a reflection of the disproportionately high number of Daimler vehicles, resulting in turn from delays in the Turnover of the lease books regarding Daimler vehicles.

[22] Put differently, but consistent with my observations above, there is no alternative mechanism that would be more equitable to Daimler without being disproportionately inequitable to other stakeholders. Daimler proposes as an alternative that the previous temporary liquidity funding mechanism be reimposed. The practical challenge with that is that the relevant VINs have already been turned over to the parties holding beneficial interests therein, with the result that the previous temporary liquidity funding mechanism cannot be reimposed absent an agreement of all parties, which is not forthcoming. Again, the costs are subject to readjustment as part of the final allocation in any event.

[23] The same observations apply to the objections of RBC, which submits that the mechanism disproportionately disadvantages the Lending Syndicate.

[24] I am satisfied that the Court has jurisdiction under section 11 of the CCAA to utilize the Deferred Payments. In my view, this case represents an unfortunate but textbook example of the exercise of discretion to “further the remedial objectives of the CCAA, guided by the baseline considerations of appropriateness, good faith and due diligence: see 269354-9186 Québec Inc. v. Callidus Capital Corp., 2020 SCC 10 at paras. 49, 67 and 70; and Century Services Inc. v. Canada (Attorney General), 2010 SCC 60 at para. 59.”

[25] This Court has previously exercised section 11 discretion to balance creditor claims against the need to maintain required liquidity and support ongoing operations: Essar Steel Algoma Inc. et al. (Re), 2017 ONSC 3031 at paras. 3 and 9. In that case, the court determined that the resolution of immediate financial and operational challenges for the debtor was a priority over settling disputes between creditors as it became “an issue of the company surviving and having the cash to do so”. Accordingly, the court granted relief from the obligation to continue to pay property taxes to the municipality.

[26] The same dynamic is present here. The Pride Entities urgently require the liquidity, without which they will lack sufficient resources to continue the wind down, and satisfy payroll and operating expenses. Other typical forms of financing, such as a replacement DIP facility and/or the selling of physical assets, are not available for the reasons described above, with the result that only Lease Payments and Collections payable to secured creditors (and not securitization parties) are sought to be suspended.

[27] The relief sought, supported by the Monitor, is subject to a final allocation of costs among parties. I fully recognize that the proposed mechanism is not perfect, and nor is it submitted as such by the Pride Entities, or the Monitor. I am satisfied, however, that it is the most equitable and reasonable mechanism available in the challenging circumstances now present.

[28] For all of these reasons, that relief is approved.

Proposed Interim Distribution of Non-Vehicle PGL Net Proceeds and Application of Such Amounts

[29] The Monitor is recommending, with the agreement of the Pride Entities, an interim distribution to the DIP Lenders of non-Vehicle PGL Net Proceeds in the aggregate amount of $5,597,479 to be distributed to the DIP Lenders pursuant to the first ranking priority of the DIP Lenders’ Charge and applied towards the DIP Facility.

[30] The DIP Lenders support the proposed distribution but take the position that such amount should instead be paid in respect of the pre-filing indebtedness (the “Pre-Filing Indebtedness”) to the lending syndicate (the “Pre-Filing Lending Syndicate”) and the security granted by the Pride Entities to secure the Pre-Filing Indebtedness (the “Pre-Filing Security”).

[31] Accordingly, this is strictly an inter-lender issue. There is no dispute that the funds are to be distributed to the Syndicate; the issue is the capacity in which the Syndicate members receive the funds - as pre-filing lenders, or as DIP lenders.

[32] In my view, the non-Vehicle PGL Net Proceeds should be paid to the DIP Lenders to pay down the DIP Facility. The Amended and Restated Initial Order (“ARIO”) is clear that the DIP Lenders’ Charge ranks in priority to all “Encumbrances”. Those include the Pre-Filing Security.

[33] While there are two enumerated exceptions to this priority, neither applies here: (i) any validly perfected and enforceable security interest of third-party financiers in specific vehicle and lease collateral and such proceeds of collateral which ranks in priority to the Pre-Filing Security as of the date of the ARIO; or (ii) any valid and enforceable mortgage in favour of a third-party mortgagee, which, as of the date of the ARIO, is duly registered on title to real properties of the Pride Entities and ranks in priority to the Pre-Filing Security.

[34] Moreover, both the DIP Term Sheet approved by this Court pursuant to the Initial Order and the Fourth Amended and Restated Credit Agreement (“FARCA”) dated May 10, 2024 pursuant to which the DIP Term Sheet was formalized, provide and require that 100% of the prescribed list of proceeds be applied as mandatory prepayments of the DIP Obligations. The mandatory prepayment provision of the DIP Term sheet provides in relevant part, as follows:

(b) subject to, and except as provided in the Governance Protocol and the priorities as set out in the Amended and Restated Initial Order, all proceeds from the sale of Secured Assets (which, for certain, includes the DIP Collateral) which proceeds are not contemplated in the DIP Budget and are not subject to a security interest in favour of a third-party financier ranking in priority to the security interest of the Administrative agent as of the Filing Date …

[35] The non-Vehicle PGL Net Proceeds fall within the scope of this provision. It operates to carve out the pre-filing security interests of third-party financiers ranking ahead of the DIP Lenders, but importantly for the purposes of this motion, not the pre-filing security interests of the Pre-Filing Lending Syndicate.

[36] That provision is reiterated at section 2.7 of the FARCA which provides in relevant part, as follows:

(b) subject to, and except as provided in the Governance Protocol and the priorities as set out in the Amended and Restated Initial Order, all proceeds from the sale of Secured Assets and/or DIP Secured Assets received by a Person which proceeds are not contemplated in the DIP Budget and are not subject to a Lien in favour of a third-party financier ranking in priority to the Security of the Administrative Agent as of the Filing Date; provided that the DIP Borrower’s shall not be required to remit all such proceeds to the Administrative Agent until the aggregate amount thereof reaches CAD $250,000 …

[37] This provision is to the same effect.

[38] However, the DIP Lenders submit that, notwithstanding the priority of the DIP Lenders’ Charge as against the Pre-Filing Security, the Administrative Agent, on behalf of the DIP Lenders, is entitled to determine, in its sole discretion, that any amounts which are otherwise required to be applied as against mandatory prepayments of the DIP Obligations be applied instead to other obligations of the Pre-Filing Lending Syndicate.

[39] For this submission, the DIP Lenders rely on the sections of the DIP Term Sheet and the FARCA that relate to “Mandatory Prepayments”. This language in each of those two documents is similar but not identical.

[40] The DIP Term sheet states, in relevant part:

DIP Term Sheet, Mandatory Prepayments of DIP Facility
Subject to the terms and conditions herein, the DIP Borrowers shall repay the DIP Obligations with 100% of each of the following amounts, unless otherwise consented to or otherwise determined by the Administrative Agent in its sole and absolute discretion, and subject only to then outstanding claims ranking in priority to the DIP Charge: […]. [Emphasis added].

[41] The FARCA states, in relevant part:

Fourth ARCA, Section 2.7 (Mandatory Prepayments)
The DIP Borrowers shall promptly repay (and in any event, not later than two (2) Banking Days following receipt of such amounts) the DIP Obligations with 100% of each of the following amounts, unless otherwise consented to or otherwise determined by the Administrative Agent in its sole and absolute discretion, and subject only to then outstanding claims of DIP Priority Lien holders: […]. [Emphasis added].

[42] I accept the submission of the Pride Entities, supported by the Monitor, that if the underlined language were interpreted as is now submitted by the DIP Lenders as giving the Administrative Agent sole discretion to determine how any amounts received by the Pride Entities are to be applied, section 2.7 (Mandatory Prepayments) of the FARCA and the relevant section of the DIP Term sheet would be rendered meaningless. In my view, those documents are not capable of such an interpretation.

[43] In addition, the priority afforded to the DIP Lenders’ Charge above the Pre-Filing Security, would also be rendered meaningless.

[44] I am reinforced in this conclusion by a review of sections 13.12 (Application of Proceeds of Realization) and 13.13 (Application of DIP Proceeds of Realization) of the FARCA.

[45] Section 13.12 provides that “no proceeds of Realization shall be paid to any Agent or applied to the Obligations (other than the DIP Obligations), other than in accordance with section 2.7 or pursuant to a Court Order” [Emphasis added].

[46] “Proceeds of Realization” is defined in the ARCA such that “all Proceeds of Realization shall be deemed to be DIP Proceeds of Realization, until the DIP Obligations are repaid in full, provided that, as concerns any mandatory repayment required pursuant to Section 2.7, all such proceeds shall be applied in the manner provided therein” [Emphasis added].

[47] Section 13.13 provides that all cash “DIP Proceeds of Realization” shall first be applied and distributed among the Lenders to pay DIP Obligations prior to paying Pre-Filing Indebtedness. There is no reference in that provision to section 2.7.

[48] The ARCA defines “DIP Proceeds of Realization” as “except as otherwise agreed to by all of the Lenders in their sole discretion, all monies and property received by the Lenders for application in respect of the DIP Obligations … of any sale”.

[49] Since the Pride Entities have not sought to apply the PGL Net Proceeds to any obligations other than the DIP Obligations, it follows that there is no request to which the Pre-Filing Syndicate can elect to agree or disagree with.

[50] When interpreting contracts, the court’s overriding concern is to determine “the intent of the parties and the scope of their understanding.” The court does this by “read[ing] the contract as a whole, giving the words used their ordinary and grammatical meaning, consistent with the surrounding circumstances known to the parties at the time of formation of the contract”: Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53, para. 47.

[51] Reading the contract “as a whole” involves giving meaning to all the terms of the contract and avoiding interpretations that would render a term ineffective or redundant: 2651171 Ontario Inc. v. Brey, 2022 ONCA 148, para. 16; and Austin v. Bell Canada, 2020 ONCA 142, para. 26.

[52] To accept the argument now advanced by the DIP Lenders would be to render meaningless the definitions of “Proceeds of Realization” and “DIP Proceeds of Realization” and the effect of sections 13.12 and 13.13. The ARCA would provide, simply, that “Proceeds of Realization” and “DIP Proceeds of Realization” are proceeds determined by the Administrative Agent to be applied in the manner also determined by the Administrative Agent. In my view, that is inconsistent with the plain reading of each of these documents as a whole.

[53] Such an interpretation is also inconsistent with the position of the Pride Entities and the Monitor since the outset of these proceedings, and particularly since the DIP Term Sheet and the FARCA were entered into. At no time prior to this motion in this lengthy and complex proceeding have the DIP Lenders advanced the interpretation of these provisions as they now submit. I observe that there has been no (relevant) objection by them to the relevant statements in Reports of the Monitor or earlier Endorsements made in this proceeding.

[54] Fundamentally, the clear intention of the parties throughout, as reflected in their conduct as well as in the above documents, was to the effect that indebtedness under the DIP Facility should, subject only to the specifically enumerated exceptions, be paid first. That is not unusual, and indeed is consistent with the priority of the DIP Lenders’ Charge. The DIP Facility was always intended, and understood to be intended, to be a priming DIP except for the specifically enumerated carveouts which do not apply here.

[55] For all of these reasons, the non-Vehicle PGL Net Proceeds are to be paid to the DIP Lenders as a permanent reduction in the indebtedness under the DIP Facility.

Purchase Price Adjustments

[56] I am satisfied that the purchase price adjustments described in Paragraphs 19 through 39 of the First Supplement are appropriate and should be approved for the reasons set out in the Report and the Supplement. They are not opposed by any party, and are recommended by the Monitor.

PGL Direct Costs

[57] I am also satisfied for the reasons set out in the Report and the Supplement that the Monitor should be authorized to pay from the PGL Net Proceeds, the PGL Direct Costs or reimburse from the proceeds of the PGL Going Concern Transaction any Pride Entity that has already funded part of the PGL Direct Costs, up to a maximum of the amount of such PGL Direct Costs that have been paid, and in an aggregate total not exceeding $2,199,767.

Holdback Amounts

[58] Finally in this regard, I am satisfied that the Monitor should be directed to hold the proposed amount of $1,161,287 from the PGL Net Proceeds in trust, subject to further order of the Court, which amount includes a reserve for post-filing HST and unpaid, post-filing and pre-closing payables of the vendors. The rationale for the proposed holdback is set out in the Report and the Supplement, is appropriate and is unopposed.

Approval of the Activities of the Monitor

[59] I am also satisfied that the Court should approve the 4th through and including 20th Reports of the Monitor (inclusive of Supplements) and the activities described therein, at this time. To be clear, the requested approval relief does not include the 21st or 22nd Reports and corresponding activities, approval of which will be the subject of a future motion.

[60] The valid policy reasons for approving reports of monitors and the activities described therein were fully set out in Target Canada Co. (Re), 2015 ONSC 7574 at paras. 2 and 23 (“Target Canada”); and Laurentian University of Sudbury, 2022 ONSC 2927 at paras. 13 and 14 (“Laurentian”).

[61] Those reasons apply to the circumstances of this case. It is important in the present circumstances to permit the Monitor to move forward with next steps in this CCAA proceeding, allowing for an opportunity for stakeholder concerns to be heard and enabling the Court to evaluate the activities while at the same time protecting creditors from delay that may be caused by re-litigation of steps in the future.

[62] I recognize that the Bank of Montréal, supported by the Bank of Nova Scotia, MOVE Trust and RBC, submits that the activities of the Monitor should not be approved now, and indeed consideration of this issue should be deferred until such time as fees are brought forward for approval and/or the final allocation of costs has been completed.

[63] I have considered these submissions. In my view, and in the particular circumstances of this case, it is appropriate to approve the activities of the Monitor as requested now. To observe the obvious, no approval is requested in respect of any activities not covered in the relevant reports, and moreover, approval is not being sought now in respect of the 21st or 22nd Reports (or, equally obviously, in respect of activities, such as the final allocation that are yet to be undertaken and completed).

[64] It is also important to note that the proposed Deferred Payments and Ancillary Relief Order specifically provides that approval of the activities of the Monitor will not prejudice the rights of any party with respect to any Court-ordered marshaling or allocation. In addition, approval of the activities is separate from approval of professional fees, and the latter is not before the Court today and will be sought at a later date.

[65] I am satisfied that the activities of the Monitor are consistent with the terms of the original appointment order and have been undertaken with a view to advancing this complex and challenging proceeding. For all of these reasons, they are approved.

Result and Disposition

[66] The motion is granted. Order to go in the form signed by me. The order has immediate effect without the necessity of issuing and entering.

Peter J. Osborne

[1] PACCAR also raised an objection in that, pursuant to the October 10, 2020 for Wind Down Liquidity Order, it was required to contribute a further $2,102,322, which in turn was calculated based on Pride Entities having 301 PACCAR trucks to be turned over with the required liquidity contribution of $6,984 per truck. However, Pride had only 288 trucks which have since been returned, all with the further result that PACCAR overpaid by $90,390, which amount it sought to be repaid. The Applicants, supported by the Monitor and the CRO, advised the Court that the discrepancy in amounts arises from the fact that the calculations were done as at August, 2024. To the extent that adjustments are required, it is agreed by all parties that those will be addressed as part of the final cost allocation process, and PACCAR has not forfeited its rights in this regard.